Bond AONN 3.75% ( US037389BC65 ) in USD

AONN

100 % ▲

United States

US037389BC65 ( in USD )

3.75% per year ( payment 2 times a year)

01/05/2029

Prospectus brochure of the bond AON US037389BC65 en USD 3.75%, maturity 01/05/2029

2 000 USD

750 000 000 USD

037389BC6

A- ( Upper medium grade - Investment-grade )

Baa2 ( Lower medium grade - Investment-grade )

02/11/2025 ( In 117 days )

AON is a global professional services company offering a wide range of risk management, insurance brokerage, and reinsurance brokerage services.

The Bond issued by AONN ( United States ) , in USD, with the ISIN code US037389BC65, pays a coupon of 3.75% per year.
The coupons are paid 2 times per year and the Bond maturity is 01/05/2029

The Bond issued by AONN ( United States ) , in USD, with the ISIN code US037389BC65, was rated Baa2 ( Lower medium grade - Investment-grade ) by Moody's credit rating agency.

The Bond issued by AONN ( United States ) , in USD, with the ISIN code US037389BC65, was rated A- ( Upper medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

424B5
424B5 1 d716462d424b5.htm 424B5
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration Statement Nos. 333-227514 and 333-227514-01

Calculation of Registration Fee

Amount
Maximum
Maximum
Title of Each Class of
to be
Offering Price
Aggregate
Amount of
Securities to be Registered

Registered

Per Unit

Offering Price

Registration Fee(1)
3.750% Senior Notes due 2029

$750,000,000

99.909%

$749,317,500

$90,817.28
Guarantees of 3.750% Senior Notes due 2029(2)

--

--

--

--

(1)
Calculated in accordance with Rule 456(b) and 457(r) under the Securities Act of 1933.
(2)
Pursuant to Rule 457(n) under the Securities Act of 1933, no separate fee is payable with respect to the guarantees of the 3.750% Senior Notes due
2029.
Table of Contents

Prospectus Supplement
(To Prospectus dated September 25, 2018)

Aon Corporation
$750,000,000 3.750% Senior Notes due 2029
With a full and unconditional guarantee as to payment of
principal and interest by Aon plc
Aon Corporation is offering $750,000,000 aggregate principal amount of 3.750% senior notes due 2029 (the "Notes"). The Notes will mature on
May 2, 2029. Aon Corporation will pay interest on the Notes on each May 2 and November 2, commencing on November 2, 2019. The Notes will be
issued in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. Aon Corporation may redeem all of the Notes at any time,
and some of the Notes from time to time, at the redemption prices set forth in this prospectus supplement under "Description of the Securities--Optional
Redemption." Aon Corporation may also redeem all of the Notes at a redemption price equal to 100% of the principal amount of the Notes plus accrued
and unpaid interest, if any, to the redemption date in the event of certain changes in respect of withholding taxes applicable to the Guarantee, as described
in this prospectus supplement under "Description of the Securities--Optional Tax Redemption."
The Notes will be fully and unconditionally guaranteed (the "Guarantee" and, together with the Notes, the "Securities") by Aon Corporation's
indirect parent, Aon plc.
The Notes will be Aon Corporation's general unsecured and unsubordinated obligations and will rank equally with each other and with all of
Aon Corporation's other existing and future unsecured and unsubordinated obligations. The Notes will not have the benefit of all of the covenants
applicable to certain of Aon Corporation's existing unsecured senior indebtedness. The Notes will be effectively subordinated to any secured indebtedness
Aon Corporation may have or incur in the future to the extent of the value of the assets securing any such indebtedness. The Notes will be structurally
subordinated to the indebtedness and all other obligations of Aon Corporation's subsidiaries.
The Guarantee will be a general unsecured and unsubordinated obligation of Aon plc and will rank equally with all of Aon plc's other existing
and future unsecured and unsubordinated obligations. The Guarantee will not have the benefit of all of the covenants applicable to certain of Aon plc's
existing unsecured senior debt. The Guarantee will be effectively subordinated to any secured indebtedness Aon plc may have or incur in the future to the
extent of the value of the assets securing any such indebtedness. The Guarantee will be structurally subordinated to the indebtedness and all other
obligations of Aon plc's subsidiaries.
Investing in the Securities involves a high degree of risk. See "Risk Factors" beginning on page S-6 of this prospectus supplement.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these Securities
or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.

Per Note Total
Public offering price

99.909% $
749,317,500
Underwriting discount

0.550% $
4,125,000
https://www.sec.gov/Archives/edgar/data/315293/000119312519133346/d716462d424b5.htm[5/2/2019 10:59:50 AM]

424B5
Proceeds to us (before expenses)

99.359% $
745,192,500
Interest on the Notes will accrue from May 2, 2019.
Currently, there is no public market for the Notes, and we currently have no intention to apply to list the Notes on any securities exchange or to
seek their admission to trading on any automated quotation system.
The underwriters expect to deliver the Securities for purchase on or about May 2, 2019, which is the second business day following the date of
this prospectus supplement, in book-entry form through the facilities of The Depository Trust Company and its participants, including Clearstream
Banking, S.A. and Euroclear Bank S.A./N.V.

Joint Book-Running Managers

Citigroup

Barclays

Credit Suisse

Aon Securities LLC

BMO Capital Markets
J.P. Morgan

Morgan Stanley

UniCredit Capital Markets

Loop Capital Markets

The Williams Capital Group, L.P.
The date of this prospectus supplement is April 30, 2019.
Table of Contents
CONTENTS
Prospectus Supplement

Page
ABOUT THIS PROSPECTUS SUPPLEMENT
iii
IMPORTANT EEA RETAIL INVESTORS
iii
WHERE YOU CAN FIND MORE INFORMATION
iii
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
iv
SUMMARY
1
RISK FACTORS
6
USE OF PROCEEDS
9
CAPITALIZATION OF AON PLC
10
DESCRIPTION OF THE SECURITIES
11
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES
17
CERTAIN UNITED KINGDOM TAX CONSEQUENCES
22
BOOK-ENTRY, DELIVERY AND FORM
23
UNDERWRITING (CONFLICTS OF INTEREST)
27
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
32
LEGAL MATTERS
32
EXPERTS
32
Prospectus

Page
ABOUT THIS PROSPECTUS
1
WHERE YOU CAN FIND MORE INFORMATION
3
INCORPORATION BY REFERENCE
4
INFORMATION CONCERNING FORWARD LOOKING STATEMENTS
5
RISK FACTORS
8
THE COMPANY
9
USE OF PROCEEDS
10
RATIOS
11
DESCRIPTION OF DEBT SECURITIES AND GUARANTEES
12
https://www.sec.gov/Archives/edgar/data/315293/000119312519133346/d716462d424b5.htm[5/2/2019 10:59:50 AM]

424B5
DESCRIPTION OF PREFERENCE SHARES
30
DESCRIPTION OF CLASS A ORDINARY SHARES
31
DESCRIPTION OF SHARE PURCHASE CONTRACTS AND SHARE PURCHASE UNITS
32
PLAN OF DISTRIBUTION
33
VALIDITY OF SECURITIES
36
EXPERTS
37

i
Table of Contents
Neither we nor the underwriters have authorized anyone to provide any information other than that which is contained or incorporated by
reference in this prospectus supplement, the accompanying prospectus or any free writing prospectus prepared by or on behalf of us or to which we have
referred you. Neither we nor the underwriters take any responsibility for, or provide any assurance as to, the reliability of any other information that others
may give you. No offer to sell these Securities is being made in any jurisdiction where the offer or sale is not permitted. The information contained in this
prospectus supplement, the accompanying prospectus, any free writing prospectus or any document incorporated by reference is accurate as of the date of
the document in which the information appears. Our business, financial condition, results of operations and prospects may have changed after any of such
dates.

ii
Table of Contents
ABOUT THIS PROSPECTUS SUPPLEMENT
This document consists of two parts. The first part is this prospectus supplement, which describes the specific terms of this offering. The second
part is the accompanying prospectus, which describes more general information, some of which may not apply to this offering. You should read both this
prospectus supplement and the accompanying prospectus, together with the documents incorporated by reference and the additional information described
below under the heading "Where You Can Find More Information."
If the description of this offering varies between this prospectus supplement and the accompanying prospectus, you should rely on the
information in this prospectus supplement.
Any statement made in this prospectus supplement or in a document incorporated or deemed to be incorporated by reference in this prospectus
supplement will be deemed to be modified or superseded for purposes of this prospectus supplement to the extent that a statement contained in this
prospectus supplement or in any other subsequently filed document that is also incorporated or deemed to be incorporated by reference in this prospectus
supplement or the accompanying prospectus modifies or supersedes that statement. Except as so modified or superseded, any statement so modified or
superseded will not be deemed to constitute a part of this prospectus supplement. See "Incorporation of Certain Documents by Reference" in this
prospectus supplement.
In this prospectus supplement, we use the terms "Aon Corporation" or the "Issuer" to refer to Aon Corporation (not including its subsidiaries),
and the terms "Aon," "we," "us" and "our" and similar terms to refer to Aon plc and its subsidiaries (including Aon Corporation), unless the context
otherwise requires. We use the terms "Aon plc" or the "Parent" or the "Guarantor" to refer to Aon plc, Aon Corporation's indirect parent and the guarantor
of the Notes.
IMPORTANT EEA RETAIL INVESTORS
The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any
retail investor in the European Economic Area (the "EEA"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client
as defined in point (11) of Article 4(1) of Directive 214/65/EU (as amended, "MiFID II"); or (ii) a customer within the meaning of Directive 2016/97/EU
(as amended, the "Insurance Distribution Directive"), where that customer would not qualify as a professional client as defined in point (1) of Article 4(1)
of MiFID II; or (iii) not a qualified investor as defined in Directive 2003/71/EC (as amended, the "Prospectus Directive"). Consequently, no key
information document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the Notes or otherwise
making them available to retail investors in the EEA has been prepared, and therefore offering and selling the Notes or otherwise making them available to
any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
WHERE YOU CAN FIND MORE INFORMATION
https://www.sec.gov/Archives/edgar/data/315293/000119312519133346/d716462d424b5.htm[5/2/2019 10:59:50 AM]

424B5
We are subject to the information reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In
accordance with the Exchange Act, we file annual, quarterly and current reports, proxy statements and other information with the SEC. Our SEC file
number is 001-07933.
The SEC also maintains a web site that contains reports, proxy statements and other information about issuers, including us, who file
electronically with the SEC. The address of that site is www.sec.gov.
This prospectus supplement and the accompanying prospectus, which form a part of the registration statement, do not contain all the information
that is included in the registration statement. You will find additional information about us in the registration statement. Any statements made in this
prospectus supplement, the accompanying prospectus or any documents incorporated by reference in this prospectus supplement or the

iii
Table of Contents
accompanying prospectus concerning the provisions of legal documents are not necessarily complete and you should read the documents that are filed as
exhibits to the registration statement or otherwise filed with the SEC for a more complete understanding of the document or matter.
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus supplement, the accompanying prospectus and any documents incorporated by reference into this prospectus supplement or the
accompanying prospectus contain certain statements related to future results, or states our intentions, beliefs and expectations or predictions for the future
which are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended. Forward-looking statements relate to expectations or forecasts of future events. They use words such as "anticipate,"
"believe," "estimate," "expect," "forecast," "project," "intend," "plan," "probably," "potential," "looking forward" and other similar terms, and future or
conditional tense verbs like "could," "may," "might," "should," "will" and "would." You can also identify forward-looking statements by the fact that they
do not relate strictly to historical or current facts. For example, we may use forward-looking statements when addressing topics such as: market and
industry conditions, including competitive and pricing trends; changes in our business strategies and methods of generating revenue; the development and
performance of our services and products; changes in the composition or level of our revenues; our cost structure and the outcome of cost-saving or
restructuring initiatives; the outcome of contingencies; dividend policy; the expected impact of acquisitions and dispositions; pension obligations; cash flow
and liquidity; expected effective tax rate; future actions by regulators; and the impact of changes in accounting rules. These forward-looking statements are
subject to certain risks and uncertainties that could cause actual results to differ materially from either historical or anticipated results depending on a
variety of factors. Potential factors that could impact results include:

·
general economic and political conditions in the countries in which we do business around the world, including the U.K.'s expected

withdrawal from the European Union;

·
changes in the competitive environment or damage to our reputation;

·
fluctuations in exchange and interest rates that could influence revenues and expenses;

·
changes in global equity and fixed income markets that could affect the return on invested assets;

·
changes in the funding status of our various defined benefit pension plans and the impact of any increased pension funding resulting

from those changes;

·
the level of our debt limiting financial flexibility or increasing borrowing costs;

·
rating agency actions that could affect our ability to borrow funds;

·
volatility in our tax rate due to a variety of different factors including U.S. federal income tax reform;

·
changes in estimates or assumptions on our financial statements;

·
limits on our subsidiaries to make dividend and other payments to us;

·
the impact of lawsuits and other contingent liabilities and loss contingencies arising from errors and omissions ("E&O") and other

claims against us;

iv
https://www.sec.gov/Archives/edgar/data/315293/000119312519133346/d716462d424b5.htm[5/2/2019 10:59:50 AM]

424B5
Table of Contents
·
the impact of, and potential challenges in complying with, legislation and regulation in the jurisdictions in which we operate,

particularly given the global scope of our businesses and the possibility of conflicting regulatory requirements across jurisdictions in
which we do business;

·
the impact of any investigations brought by regulatory authorities in the United States (the "U.S."), the United Kingdom (the

"U.K.") and other countries;

·
the impact of any inquiries relating to compliance with the U.S. Foreign Corrupt Practices Act and non-U.S. anti-corruption laws

and with U.S. and non-U.S. trade sanctions regimes;

·
failure to protect intellectual property rights or allegations that we infringe on the intellectual property rights of others;

·
the effects of English law on our operating flexibility and the enforcement of judgments against us;

·
the failure to retain and attract qualified personnel;

·
international risks associated with our global operations;

·
the effect of natural or man-made disasters;

·
the potential of a system or network breach or disruption resulting in operational interruption or improper disclosure of personal

data;

·
our ability to develop and implement new technology;

·
the damage to our reputation among clients, markets or third parties;

·
the actions taken by third parties that perform aspects of our business operations and client services;

·
the extent to which we manage certain risks created in connection with the various services, including fiduciary and investment

consulting and other advisory services, among others, that we currently provide, or will provide in the future, to clients;

·
our ability to continue, and the costs and risks associated with, growing, developing and integrating companies that we acquire or

new lines of business;

·
changes in commercial property and casualty markets, commercial premium rates or methods of compensation;

·
changes in the health care system or our relationships with insurance carriers;

·
our ability to implement initiatives intended to yield cost savings and the ability to achieve those cost savings;

·
our risks and uncertainties in connection with the sale of our benefits administration and business outsourcing business; and

·
our ability to realize the expected benefits from our restructuring plan.
Any or all of these forward-looking statements may turn out to be inaccurate, and there are no guarantees about our performance. The factors
identified above are not exhaustive. We and our subsidiaries

v
Table of Contents
operate in a dynamic business environment in which new risks may emerge frequently. Accordingly, you should not place undue reliance on forward-
looking statements, which speak only as of the dates on which they are made. We are under no obligation (and expressly disclaim any obligation) to update
or alter any forward-looking statement that we may make from time to time, whether as a result of new information, future events or otherwise. Further
https://www.sec.gov/Archives/edgar/data/315293/000119312519133346/d716462d424b5.htm[5/2/2019 10:59:50 AM]

424B5
information about factors that could materially affect us, including our results of operations and financial condition, is contained in the "Risk Factors" and
"Management's Discussion and Analysis of Financial Condition and Results of Operations" sections in Part I, Item 1A and in Part II, Item 7, respectively,
of our Annual Report on Form 10-K for the year ended December 31, 2018, as filed with the SEC, as such factors may be updated in our periodic filings
with the SEC.

vi
Table of Contents
SUMMARY
This summary highlights certain information about Aon Corporation, Aon plc and the offering of the Securities. This summary does not contain
all the information that may be important to you. You should carefully read this entire prospectus supplement, the accompanying prospectus and
those documents incorporated by reference into this prospectus supplement and the accompanying prospectus, including the risk factors and the
financial statements and related notes thereto, before making an investment decision.
Aon plc
Aon plc is a leading global professional services firm that provides advice and solutions to clients focused on risk, retirement, and health,
delivering distinctive client value via innovative and effective risk management and workforce productivity solutions that are under-pinned by
industry-leading data and analytics. Our strategy is to be the preeminent professional services firm in the world, focused on risk and people. Our
clients are globally diversified and include all market segments (individuals through personal lines, mid-market companies, and large global
companies) and almost every industry in the economy in over 120 countries and sovereignties. This diversification of our customer base helps provide
us stability in different economic scenarios that could affect specific industries, customer segments, or geographies. We have continued to focus our
portfolio on higher margin, capital-light professional services businesses that have high recurring revenue streams and strong cash flow generation.
Aon endeavours to make capital allocation decisions based upon return on invested capital ("ROIC").
As of December 31, 2018, we had approximately 50,000 employees and conducted our operations through various subsidiaries in more
than 120 countries and sovereignties.
Aon plc's principal executive offices are located at The Aon Centre, The Leadenhall Building, 122 Leadenhall Street, London, England
EC3V 4AN and its telephone number is +44 20 7623 5500.
Aon Corporation
Aon Corporation is an indirect, wholly owned subsidiary of Aon plc. Aon Corporation was incorporated in 1979 under the laws of
Delaware. In 2012, Aon Corporation completed a reorganization of the corporate structure of the group of companies then controlled by Aon
Corporation, pursuant to which Aon plc became the ultimate holding company of the Aon group then constituted. See "About this Prospectus
Supplement" and "Where You Can Find More Information."
The Issuer's principal executive offices are located at 200 East Randolph Street, Chicago, Illinois 60601 and its telephone number is (312)
381-1000.

1
Table of Contents
Offering Summary
The following is a summary of some of the terms of this offering. For a more complete description of the terms of the Securities, please
refer to Description of the Securities" in this prospectus supplement and "Description of Debt Securities and Guarantees" in the accompanying
prospectus.

Issuer
Aon Corporation

https://www.sec.gov/Archives/edgar/data/315293/000119312519133346/d716462d424b5.htm[5/2/2019 10:59:50 AM]

424B5
Notes Offered
$750,000,000 aggregate principal amount of 3.750% senior notes due 2029.

Maturity Date
May 2, 2029.

Interest Rate
The Notes will bear interest from and including May 2, 2019 at the rate of 3.750% per
annum, payable semi-annually in arrears.

Interest Payment Dates
Interest on the Notes will be payable in arrears on each May 2 and November 2, commencing
on November 2, 2019.

Guarantor
Aon plc

Guarantee
The Notes will be fully and unconditionally guaranteed by Aon plc.

Ranking of the Securities
The Notes will be unsecured obligations of Aon Corporation and will rank equally in right of
payment with each other and with all of Aon Corporation's other existing and future
unsecured and unsubordinated obligations. The Notes will be effectively subordinated to all
of the existing and future secured indebtedness of Aon Corporation to the extent of the value
of the assets securing any such indebtedness. As of March 31, 2019, Aon Corporation had no
secured indebtedness for borrowed money and had approximately $7,822 million of
consolidated outstanding indebtedness and other liabilities, including trade payables, pension
and other post-employment liabilities, non-current operating lease liabilities, other current
and non-current liabilities, but excluding intercompany liabilities and fiduciary liabilities.
The Notes will be structurally subordinated to all of the existing and future secured and
unsecured indebtedness and other liabilities of Aon Corporation's subsidiaries. As of
March 31, 2019, Aon Corporation's subsidiaries had approximately $4,220 million of
outstanding indebtedness and other liabilities, including trade payables, pension and other
post-employment liabilities, non-current operating lease liabilities, other current liabilities
and non-current liabilities, but excluding intercompany liabilities and fiduciary liabilities.
These liabilities constitute approximately 53.9% of Aon Corporation's total consolidated
liabilities.

The Guarantee will be an unsecured obligation of Aon plc and will rank equally in right of
payment with all of Aon plc's other existing and future unsecured and unsubordinated
obligations. The Guarantee will be effectively subordinated to all of the existing and future

secured indebtedness of Aon plc to the extent of the value of the assets securing any such
indebtedness. As of March 31, 2019, Aon plc had no secured indebtedness for borrowed
money and had

2
Table of Contents
approximately $12,861 million of consolidated outstanding indebtedness and other liabilities,
including trade payables, pension and other post-employment liabilities, non-current
operating lease liabilities, other current liabilities and non-current liabilities, but excluding
intercompany liabilities and fiduciary liabilities. The Guarantee will be structurally
subordinated to all of the existing and future secured and unsecured indebtedness and other

liabilities of Aon plc's subsidiaries. As of March 31, 2019, Aon plc's subsidiaries had
approximately $8,030 million of outstanding indebtedness and other liabilities, including
trade payables, pension and other post-employment liabilities, non-current operating lease
liabilities, other current liabilities and non-current liabilities, but excluding intercompany
liabilities and fiduciary liabilities, constituting approximately 62.4% of Aon plc's total
consolidated liabilities.

Optional Redemption
Aon Corporation may at its option redeem all of the Notes at any time and some of the Notes
from time to time, at a redemption price equal to the greater of:
https://www.sec.gov/Archives/edgar/data/315293/000119312519133346/d716462d424b5.htm[5/2/2019 10:59:50 AM]

424B5

·
100% of the principal amount of the Notes being redeemed; and

·
the sum of the present values of the remaining scheduled payments of principal and
interest thereon (not including any portion of such payments of interest accrued as
of the redemption date), discounted to the date of redemption on a semi-annual

basis (assuming a 360-day year consisting of twelve 30-day months) at the
Treasury Rate (as defined under "Description of the Securities--Optional
Redemption"), plus 20 basis points (0.200%),

plus, in either case, accrued and unpaid interest on the principal amount of the Notes being

redeemed to but excluding the redemption date.

On or after February 2, 2029 (three months prior to maturity), Aon Corporation may redeem
any or all of the Notes at a redemption price equal to 100% of the principal amount of the

Notes being redeemed, plus accrued and unpaid interest on the principal amount of the Notes
being redeemed to, but excluding, the redemption date.

See "Description of the Securities--Optional Redemption."

Additional Amounts
Subject to certain limited exceptions, Aon plc has agreed to pay additional amounts to
holders of the Notes from time to time in the event any payment made under the Guarantee
is subject to withholding or deduction in respect of Taxes (as defined in "Description of the
Securities--Payment of Additional Amounts").

Optional Tax Redemption
In the event of certain changes in respect of Taxes applicable to the Guarantee, Aon
Corporation may redeem the Notes in whole, but not

3
Table of Contents
in part, at any time prior to the Maturity Date, at a redemption price equal to 100% of their

principal amount plus accrued and unpaid interest on the Notes, if any, to the redemption
date. See "Description of the Securities--Optional Tax Redemption."

Covenants
The indenture includes certain requirements that must be met if Aon Corporation or Aon plc
consolidates with or merges into, or transfers or leases its assets substantially as an entirety
to, another entity or person.

Use of Proceeds
We intend to use the net proceeds of this offering to pay down a portion of outstanding
commercial paper and for general corporate purposes. See "Use of Proceeds."

Conflicts of Interest
Aon Securities LLC is an indirect wholly owned subsidiary of Aon Corporation. This
offering is subject to, and will be conducted in compliance with, the requirements of Rule
5121 of the Financial Industry Regulatory Authority, Inc. ("FINRA") regarding a FINRA
member firm distributing the securities of an affiliate.

Absence of Market
The Notes are a new issue of securities with no established trading market. We currently
have no intention to apply to list the Notes on any securities exchange or to seek their
admission to trading on any automated quotation system. Accordingly, we cannot provide
assurance as to the development or liquidity of any market for the Notes. See "Underwriting
(Conflicts of Interest)."

Risk Factors
See "Risk Factors" beginning on page S-6 of this prospectus supplement for important
information regarding us and an investment in the Securities.

https://www.sec.gov/Archives/edgar/data/315293/000119312519133346/d716462d424b5.htm[5/2/2019 10:59:50 AM]

424B5
Further Issuances
Aon Corporation may, from time to time, without the written consent of and without giving
notice to holders of the Securities, create and issue additional notes having the same terms
and condition as the Notes in all respects (other than the issue date, public offering price, and
to the extent applicable, first date of interest accrual and first interest payment date of such
notes). Those additional notes will be consolidated with and form a single series with the
previously outstanding Notes; provided that if the additional notes are not fungible with the
Notes for U.S. federal income tax purposes, the additional notes will have a separate CUSIP
number.

Trustee
The Bank of New York Mellon Trust Company, N.A.

Governing Law
The Securities and the indenture will be governed by the laws of the State of New York.

4
Table of Contents
Selected Historical Financial Data of Aon plc
The following table sets forth the selected historical consolidated financial and operating data for Aon plc. The selected consolidated
financial and operating data as of and for the years ended December 31, 2018, 2017 and 2016 have been derived from Aon plc's audited consolidated
financial statements and related notes contained in its Annual Report on Form 10-K for the year ended December 31, 2018, which is incorporated by
reference into this prospectus supplement. The selected consolidated financial and operating data as of and for the three months ended March 31, 2019
and 2018 have been derived from Aon plc's unaudited condensed consolidated financial statements and related notes contained in Aon plc's Quarterly
Report on Form 10-Q for the quarterly period ended March 31, 2019, which is incorporated by reference into this prospectus supplement, except that
the balance sheet data as of March 31, 2018 has been derived from Aon plc's unaudited condensed consolidated financial statements contained in its
Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2018, which has not been incorporated by reference in this prospectus
supplement.
Historical results are not necessarily indicative of the results that may be expected for any future period. This selected consolidated
financial and operating data should be read in conjunction with Aon plc's audited consolidated financial statements, the notes related thereto and
"Management's Discussion and Analysis of Financial Condition and Results of Operations" contained in Aon plc's Annual Report on Form 10-K for
the year ended December 31, 2018 and Aon plc's unaudited consolidated financial statements, the notes related thereto and "Management's
Discussion and Analysis of Financial Condition and Results of Operations" contained in Aon plc's Quarterly Report on Form 10-Q for the quarterly
period ended March 31, 2019. See "Incorporation of Certain Documents by Reference" in this prospectus supplement.

Historical

Three Months Ended,
Year Ended

March 31,

December 31,

2019
2018
2018
2017
2016

(millions except per share data)

Income Statement Data

Total revenue

$
3,143
$
3,090
$ 10,770
$
9,998
$
9,409

Operating income

$
872
$
799
$ 1,544
$ (1)1,065
$ (1)1,811
Net Income from Continuing Operations

$
676
$
604
$ 1,100
$
435
$
1,253

Net Income from Discontinued Operations

$
-
$
6
$
74
$
828
$
177

Net Income

$
676
$
610
$ 1,174
$
1,263
$
1,430

Less: Net income attributable to noncontrolling interests

$
17
$
16
$
40
$
37
$
34
Net income attributable to Aon shareholders

$
659
$
594
$ 1,134
$
1,226
$
1,396

Basic Net Income Per Share Attributable to Aon Shareholders

$
2.72
$
2.39
$
4.62
$
4.74
$
5.21

Diluted Net Income Per Share Attributable to Aon Shareholders

$
2.70
$
2.37
$
4.59
$
4.70
$
5.16

Balance Sheet Data

Fiduciary assets(1)

$ 11,412
$
10,738
$ 10,166
$
9,625
$
8,959
Intangible assets including goodwill

$
9,296
$
10,212
$ 9,320
$
10,091
$
9,300
Total assets

$ 29,135
$ 27,847
$ 26,422
$
26,088
$
26,615
Total debt

$
6,416
$
6,100
$ 6,244
$
5,966
$
6,205
Total equity

$
4,862
$
5,385
$ 4,219
$
4,648
$
5,532

(1) Adjusted retrospectively to reflect changes in accounting guidance related to pensions, effective for Aon plc in the first quarter of 2018, as described in Note 2 of the Form
10-K for the year ended December 31, 2018, incorporated by reference herein.

https://www.sec.gov/Archives/edgar/data/315293/000119312519133346/d716462d424b5.htm[5/2/2019 10:59:50 AM]

424B5
(2) Represents insurance premiums receivables from clients as well as cash and investments held in a fiduciary capacity.

5
Table of Contents
RISK FACTORS
You should carefully consider the risks described below, the risks set forth in the accompanying prospectus and the other information set forth
in this prospectus supplement, the accompanying prospectus and the documents incorporated by reference herein and therein before making an investment
decision. These risks include those set forth in the "Risk Factors" section of our Annual Report on Form 10-K for the year ended December 31, 2018 as
filed with the SEC, as such factors may be updated in our periodic filings with the SEC, and include risks that could have a material adverse effect on our
financial condition, results of operations or cash flows and which could, in turn, impact our ability to perform our respective obligations under the
Securities.
Additional risks and uncertainties not presently known to us, or that we currently deem immaterial, may also impair our business operations.
The events discussed in the risk factors below, or the risk factors in the accompanying prospectus or the documents incorporated by reference herein or
therein, may occur. If they do, our business, results of operations or financial condition could be materially adversely affected. In such an instance, the
trading prices of our securities, including the Securities, could decline and you might lose all or part of your investment.
Risks Related to the Notes and the Guarantee
The Notes will be effectively subordinated to all of Aon Corporation's existing and future secured indebtedness (to the extent of the value of the assets
securing any such indebtedness) and to the existing and future indebtedness of Aon Corporation's subsidiaries, and the Guarantee will be effectively
subordinated to all of Aon plc's existing and future secured indebtedness (to the extent of the value of the assets securing any such indebtedness) and
to the existing and future indebtedness of Aon plc's subsidiaries.
The Notes are not secured by any of Aon Corporation's assets or the assets of its subsidiaries, and the Guarantee is not secured by any of the
assets of Aon plc or the assets of Aon plc's subsidiaries. As a result, the indebtedness represented by the Notes will effectively be subordinated to any
existing and future secured indebtedness of Aon Corporation or its subsidiaries and the indebtedness represented by the Guarantee will effectively be
subordinated to any existing and future secured indebtedness of Aon plc or its subsidiaries, in each case to the extent of the value of the assets securing any
such indebtedness. As of March 31, 2019, neither Aon Corporation nor Aon plc had any secured indebtedness for borrowed money. As of March 31, 2019,
Aon plc's subsidiaries (other than Aon Corporation) had approximately $4.4 billion of outstanding indebtedness and other liabilities, including trade
payables, pensions and other post-employment liabilities, non-current operating lease liabilities, other current liabilities and non-current liabilities, but
excluding intercompany liabilities and fiduciary liabilities. As of March 31, 2019, Aon Corporation's subsidiaries had approximately $4.2 billion of
outstanding indebtedness and other liabilities, including trade payables, pensions and other post-employment liabilities, non-current operating lease
liabilities, other current liabilities and non-current liabilities, but excluding intercompany liabilities and fiduciary liabilities. In the event of any distribution
or payment of Aon Corporation's assets or those of Aon plc in any foreclosure, dissolution, winding up, liquidation or reorganization, or other bankruptcy
proceeding, any secured creditors of Aon Corporation or of Aon plc, respectively, would have a superior claim to holders of the Notes to the extent of the
value of their collateral. In the event of the dissolution, a winding up, liquidation or reorganization, or other bankruptcy proceeding of a subsidiary of Aon
Corporation, creditors of that subsidiary would generally have the right to be paid in full before any distribution is made to Aon Corporation or you in
respect of the Notes. In the event of a dissolution, winding up, liquidation or reorganization, or other bankruptcy proceeding of a subsidiary of Aon plc,
creditors of that subsidiary would generally have the right to be paid in full before any distribution is made to Aon plc or to you in respect of the
Guarantee. If any of the foregoing occur, we cannot assure you that there will be sufficient assets to pay amounts due on the Securities.

6
Table of Contents
We need to maintain adequate liquidity in order to have sufficient cash to meet operating cash flow requirements, repay maturing indebtedness and
satisfy other obligations. If we fail to comply with the covenants contained in our various borrowing agreements, our (including Aon Corporation's)
liquidity, results of operations and financial condition may be adversely affected.
Our liquidity is a function of our ability to successfully generate cash flows from operations and improvement therein, access to capital markets
and borrowings under our credit agreements. We believe our liquidity (including operating and other cash flows that we expect to generate) will be
sufficient to meet operating requirements as they occur; however, our ability to maintain sufficient liquidity going forward depends on our ability to
generate cash from operations and access to the capital markets and borrowings, all of which are subject to general economic, financial, competitive,
https://www.sec.gov/Archives/edgar/data/315293/000119312519133346/d716462d424b5.htm[5/2/2019 10:59:50 AM]

Document Outline

#1">
- #1">